A Tangled Web
by Radbman21
Summary: Join Team RWBY as they try to prevent a global pandemic against the darkness while facing their greatest foe yet. A three-way crossover between RWBY x Spider-Man x P.R. (Will be revealed in later chapters.) Non-Canon. Shut down until further notice.
1. The Assignment

_**Author's Note:**_

 **Hello again everybody. This is my second fanfic and I'm ready to mix things up. This time spider man will be portrayed as the villain. If you know of CEO Peter Parker and Ultron, then maybe you would see a few references. P.S. The villan shares the same voice as CEO parker. But enough talk, READ!"**

 **I own my OC, but I do not own RWBY.**

 **The great Monty Oum did. May his soul rest in peace.**

 **Enjoy**

* * *

Night loomed over the streets of Vale with only lights from lamp posts brightening the darkness throughout the neighborhood. Driving through the snowy street was a police van where two officers were talking.

" So... you know who wanted this?" Said one of the officers. "It's for Ironwood. Its supposed to power their new generators. But, whoever can get their hands on one of these things can power just about anything. It takes a lot of dust to just try to..." before the second officer could finish, the van stopped. "Hey, why did you stop?" Said an officer.

The driver pointed towards a man in a black hood(covering his eyes) reaching down to a vest and down to three hanging pieces of cloth(one behind and two up front), a kevlar bullet-proof vest underneath, black military pants with matching combat boots, a silver metal mask covering his nose down to his neck with metallic shins, guantlets with scalloping fins on his forearm, and a dim gray belt around his waist. The driver honked the horn; order the man to move, but he simply walked over to the van and placed his hands on the front bumper and lifted it.

The officers held onto whatever they could find as the hooded man suddenly flipped the van onto it's back with a loud crash. The man walked over to the doors and ripped them off it's hinges. He came out with what looked liked a power cell. Not long after the two officers came out with their guns at the ready. "PUT THE DEVICE DOWN AND DON'T MOVE!" demanded one officer. The man gave a small glance to both officers before slowly placing the power cell down and then in an instance leaped back out of sight. The officer only had a second to react before he was gone.

They both slowly walked over to the device until one of them screamed with pain as his back was hissing with steam as he fell to the ground unconscious. The other officer began to open fire, but the bullets flew right past the hooded man as he was cloaked in a white wind and in an instance side kicked the officer towards a pole. As he retrieved the device, he noticed the officer he kicked down hat had fallen; revealing a pair of dog ears.

He walked over and placed something into the officer's neck and watched as it burrowed into the skin and then disappear. The man leaped onto the truck and then up onto the building out of sight.

* * *

 _~Months later, in Beacon...~_

Professor Port was busy talking on about himself in his prime while some of the students were taking what were at least notes. The bell rang, signaling the end of class. At lunch, almost everyone there was watching the news outbreak about last weeks robbery.

This worried team RWBY as they witnessed a new enemy. Especially Blake Belladonna. A former ex- member of the White Fang. As she looked at the recorded video, she can't help but feel worried about the masked figure.

"This guys brutal." Said Yang as she looked at the footage. Yang re-wound the video played it to the time where the man popped up from under the guard beneath the grate, flipped and slammed down on the floor unconscious, all the while startling the other six officers in the room in firing a few rounds. He then moved to the next officer and swept his foot, knocking him off balance and delivering a gut busting punch, knocking him out as well. After him, he jumped, yanked the gun off of the officer's hands and sent her flying to the wall with a kick. The fourth officer was out in an instant as the hooded man sweeped his legs and reversed his direction, pounding the guard down to the ground with his fist to the face. The fifth officer was taken out when the man grabbed the officer by the throut and slammed her down. For the final guard, he vaulted over him while grabing his shoulders and chucked him face first into the vault door. Taking six guards out in under five seconds.

"Nevermind that. Look what he does next to the vault." Ruby said next after the hooded man ripped the vault door open with his bare hands. He then yanked the handle and threw at the security camera.

"There you have it folks, our new criminal has taken the city of Vale by storm. This criminal also matches the reports of a hooded figure seen within the other kingdoms in which the people have dubbed: The Scarlet Spider; based on the emblem of a spider seen on his chest and back. Here is victim during a recent sighting of the Scarlet Spider saying that he placed something on the nape of his neck;" the reporter showed a picture of a faunus with dog ears, "and when he tried to reach for it, it was gone. Which raises the big questions. Who is the the Scarlet Spider? What is he doing with all the military equipment he's stolen? Who is he working with? And why does he seem to target the faunus population? " said the female reporter. This has been VNN News."

"He can't be working with White Fang, he's way to good." Weiss stated. "What else does he steal?" Ruby asked. "Power cells, micro-chips, signal arrays. Most from Ironwood and most are heavily guarded." Weiss said. "How do you know all that?" Yang questioned with a raised eyebrow. "We have a science division at the company." Weiss simply responded. "Oh" was the only word Yang said.

Just then, four of their scrolls sounded. "I would like to see the four of you after lunch. I'd like to discuss about Vale's recent... problem with team CRDL and JNPR." said from his office. The four huntresses looked at one another with a confused look.

After lunch, team RWBY went up 's office where they met up with Team JNPR and CRDL. "Thank for coming all of you. Now, I'm sure you're all aware about the "Scarlet Spider" everyone is talking about." The twelve students responded in a nod. "Good, now the items he has been stealing are military grade tech and we suspect that the next item is at this warehouse. You are to find the contents of storage G-7, section 4 and bring it back here." Ozpin said while bringing up a screen of a warehouse down at the docks. "In any case you might encounter him, engage with most extreme caution. We don't know what he's fully capable of. I'm sending all twelve of you so that you can stop him. Understood?" Said Ozpin. "Yes sir." Said everyone as they left his office.

 _~Team RWBY's dorm~_

"Looks like we're gonna learn more about this guy after all." Yang said reloading ember celica. "Yeah, except we hardly know anything about him and we don't even know what he's after or how he's gonna use it." Blake added while sharpening her blades. "Well, whatever he's planning, he can't get his hands on it." Ruby said. "Just what is he planning? And what why does he need they devices?" the heiress thought.

 _~Later that night...~_

As silence of night fell across the streets and buildings, it almost seems like nothing can go wrong. Unfortunately, there were many things that could go wrong. Like failing to stop a unknown and mysterious man from stealing more tech. Or blindly walking into a trap or who knows what. On the transport, there was a heated argument.

"Are you nuts?!" Weiss said with a high tone. "I'm just saying that maybe Ozpin was exaggerating a bit about sending three teams to take down one man." Cardin said with bravado. "If he sent this many of us out then it has to be a big deal. Besides, you say that you and your team can take him. Right?" Weiss remarked. "That's because we can and we don't need anyone else's help." Cardin said with a confident smirk. It was then the airship finally landed and the three teams exit.

 _'Well... guess its showtime.'_

* * *

 ** _Author's Note:_**

 **And that's the end of this chapter. I was feeling lazy about putting what the other two teams we're thinking so I left that out. JNPR: I have no idea. CRDL: cause no one cares. Just a quick heads up; I'm gonna be using music and quotes from multiple franchises so try to find and imagine the fighting sequences as you read along alright. And also, when I was trying to describe the villain, I was trying to take a few details off of the Jedi adventure robe in TFU.**

 _ **Next Time: Attack**_


	2. Attack

_**Author's Note:**_

 **Hello again everybody _._ As you can probably tell, this is the chapter with the fight scenes and some of his abilities are based off of games I've played in the past. And as an added bonus, the villain has a few powers originating from Peter Parker, Miguel O' Hara, and Miles Morales. If you want to find out which, continue reading. Keep in mind though, two abilities will change.**

 **I do not own the characters of RWBY. The OC is mine though.**

 **Enjoy**

* * *

Everyone took point at different spots in and out of the warehouse; waiting for the thief to come. As they waited for another hour, the atmosphere began to grow duller every minute.

"Everyone, call it in." said Jaune over the radio.

"Nothing here." said Pyrrha.

"Everything's okay." said Yang.

"I'm not seeing a thing. said Ruby.

"All clear." said Ren.

"Just junk here." Said Blake

"Same here." Said Weiss after.

"I've got nada." responded Nora.

Everyone was waiting for team CRDL to answer, but heard nothing. "CRDL, you there?" asked Juane. There was more silence until someone new answered. 'I'm sorry. Your friend can't talk right now, he's a bit... tied up at the moment.' said the garbled voice. "Who is this!" said Pyrrha in a serious tone. 'Lets just say I'm just a guy you don't want to know. Really, you don't want to.' Before she could speak, the radio lost the connection.

The message was heard by everyone listening and they rushed inside, only to find team CRDL in strange threads unconscious. Cardin was strung upside down under the walkway in a cocoon with only his head popping out, Thrush was webbed to the floor while Sky and Dove were webbed to different containers.

Everyone went over and cut Team CRDL down and Yang, Blake, Jaune, and Ren brought them back to the V-TOL. As they were stepping out of the airship after dropping team CRDL off, they heard a small explosion coming from inside the warehouse. They instantly knew that something was wrong and ran for the door. When they reached several meters from the door, an explosion pushed them several feet back.

As they hazily stood back up, Blake, Yang, and Ren saw that Jaune wasn't moving and found out he was knocked out by the explosion. The most alarming discovery was that the front entrance was destroyed and flames quickly spreading to the roof.

* * *

 _~Inside the warehouse (few minutes after Blake, Yang, Jaune, and Ren left)~_

"So this guy can... spin webs?(I hope it's not from his butt)" Ruby said with a shudder. "Oooooohh. Then let's SQUASH it!" Nora said ready to pound him with Magnhild.

'Really? That's the best line you could come up with?' Said chuckling a new voice. Immediately everyone was up in arms. "Where are you? Weiss demanded. 'If I told you, then I'd be ruining the surprise.' Joked the voice. 'Oh wait. I did. Y'know... you should've listened to my warning earlier. Could've saved us a lot of trouble.' He said ending with a small chuckle.

 **(The Amazing Spider-Man 2012 The Video Game Music OST - Oscorp/all Levels. 0:00-2:54, then loop back to 0:03 )**

The moment he finished laughing, everyone turned their heads to where they heard a whistle (yoo-hoo) and they saw a gas tank burst open in the center of the group, pushing them back against the shipping containers and then immediately got stuck in more webbing, except Pyrrha who sliced through it just in time. 'You were able to dodge the webbing. Nice job.' said the man, finally dropping down and into the light. Everyone took a good look at his armor and his helmet which had two narrowed tear looking eyes lit up that gave him a ghoulish appearance. They snapped their heads towards the sound of the explosion. 'Oh, that must be your friends outside. I wouldn't worry about them though. You're already occupied at the moment.' The man said while purposely turning a blind eye.

Pyrrha took the opportunity to attack when he wasn't looking and morphed Miló from Javelin to sword and began swiping and thrusting at him. But, the man dodged and blocked all of her attacks with his forearms until he sidestepped to the right and brought his arm back for an uppercut. Pyrrha blocked the attack with Akouo_, but the force in his punch knocked Akoúo_ out of her hands. The girls struggled to get out of the re-enforced webbing to help Pyrrha, but were getting no where.

She morphed Miló into a javelin and continued swinging and thrusting at the man until he grabbed her wrist, but Pyhrra kicked him away short after. She soon found a silky thread stuck to her arm and was yanked towards the Scarlet Spider.

She only had a split second to react and used her semblance to grab her shield and parry against the next assault; only for the man to somersault over and fire two more weblines from his wrists onto her back and launched her further into the warehouse the second he landed. 'Don't you ladies go nowhere.' he joked before he leapt high in the air in Pyrrha's direction.

 **(Music lowers)**

"How do we *struggles* get out of this?!" Ruby grunted. Several metal clanging can be heard from the direction Pyrrha was with the man. Just then Yang, Ren, and Blake arrived only to see Weiss, Nora, and Ruby webbed to the wall, but no Pyrrha. "Where's Pyrrha?" Ren asked as he looked around the area. "It was the Scarlet Spider. He ambushed us and sent Pyrrha over there." Weiss said as she was getting cut free by Blake. "But what about Jaune?" Nora asked in her not so cheerful tone. "He's out on the airship. He planned this and now theres a fire thats going to burn this warehouse down. "Yang said as she finally tore Ruby out. "I'll put out the fires up top." Weiss said as she ran for the entrance. "Ren and I will still look for the item. Go help Pyrrha." Ruby ordered and everyone went there seperate ways.

 **(Music rises)** _Outside_

Weiss exited the warehouse and summoned glyphs to gain extra height and stopped to see the fire begin to engluf the top and the sides. She summoned multiple glyphs in front of her and fired multiple ice blasts onto the flames extinguishing them. Just as she was about to enter the building below, she noticed more smoke rising from the other side of the warehouse. Like before, she launched herself from her glyph and over the warehouse to put out the flames.

 _~Inside (Scarlet Spider vs Pyrrha)~_

Pyrrha slammed into the container hard on her back and fell onto one knee using Miló in javelin form as support to hold her up, breathing heavily. It wasn't like Pyrrha at all to get exhausted over a few minutes of intense combat, but slightly torn outfit, small scratches on her face and the messy, unkempt hair might explain otherwise.

'You're doing far better than I expected you to do with my venom in your system, but its kinda disappointing,' said the Scarlet Spider from a good distance from her, 'I hoped you'd put up more of a fight. Y'know... being a tournament champ and all.' Pyrrha was about to stand back up when the man grabbed her by the throat in a matter of seconds, making her drop her weapons and grab his forearm to try to get free. She was now staring down at the man's helmet.

'Poor child. I truly feel sorry for you and your friends. People like you fight evil, try to end it yet you still don't learn anything.' The man lectured. "What are... you talking about?" Pyrrha struggled to say. 'Now, now. You have to earn the privilege to know. But for right now, lets here that lovely voice of yours.' Pyrrha didn't understand what he mean't until he grabbed her forehead. Nothing happened up till Pyrrha shut her eyes and groaned sharply in pain, but didn't dare give him the pleasure of hearing her scream.

'It hurts doesn't it?' the man whispered, 'What you're experiencing now is one of the many things people have dreaded in life. Helplessness. The feeling where you know that no matter what you do, no matter how hard you try, you will fail.' Pyrrha couldn't handle the pain any longer and was about to give in when the man let her go. 'However, I will not be the one to deliver it to you.' Pyrrha panted heavily and then later lost consciousness.

(Music Slowly ends)

Scarlet Spider turned his back and walked away from her body, but then heard two shotguns fired leapt forward to avoid an explosion from where he stood. He recovered with a handspring and clung to the wall, only to then leap into the air once more when he saw a grenade with a pink heart coming towards him. He landed onto the ground and found found three more girls standing in front of Pyrrha's body in their fighting positions.

'I can never have a break, can't I?' The man mumbled to himself. Yang grabbed Pyrrha and retreated for the exit. 'You should've left with your friend. This is just a fight neither you or the rest of your team can win." The man warned. While taking a few steps forward. The room was silent, but the tensions grew more with each passing second.

Nora was the first to attack as she jumped in the air and raised Magnhild over her head on an attempt to pound the man for hurting her friends with a pissed of look on her face. The Scarlet Spider stared at her and brought both of his arms up and formed an X to block the attack. But, he then he flipped out if the way to avoid Blake's strike from behind.

"I could've sworn he was focused on Nora! How'd he know I would come from behind?"Blake thought as she continued to attack him, but she failed to land a clean hit. He grabbed her sword for a few seconds and Blake immediately leapt back away from him. "What was that?! What did he do grabbed the blade?" She was taken back a bit about watt she just felt. Nora came up from behind and began swinging, spinning, and twirling her war hammer, but still no hit. Her final spin ended when she swung her hammer horizontally and the Scarlet Spider caught it and with that, she cracked a little smile and pulled the trigger.

She expected the blast to blow him away, but in shock saw two of him. One where he currently was and another, more lighter version of him him moving out of the way. She couldn't follow which one was real when she saw a punch coming and hunched over as the man delivered the a punishing blow right through her aura, causing her to fall and not get up. 'She wasn't too bright wasn't she?'

Out of anger, Blake charged at the Scarlet Spider while, using her semblance to disappear and reappear around him. 'I can see you're pretty mad. Can't say I blame you though.' The masked man continued mid-battle, 'I mean let's take a look at what we have so far.'

He leapt high behind a container having Blake to follow suit. When she got behind the container, he was gone, but can still here him, 'you let your friends get hurt by my hand,' she felt a strong fist connect to her cheek and staggered backwards until her hands reached a container, 'you ran away from the person you cared about the most,' she felt something stick to her back and she was hauled onto the walkway where she landed on her feet. 'hell, you yourself can't do anything to pay them back.' He continued to taunt her as he slowly re-emerged out of the darkness.

"How do you know all this? About me?" Blake questioned with narrowed eyes, dead on to the man. 'Hmm, its at the back of my mind, the name does roll off the tongue...' the man said as he was supposedly pondered. "ANSWER ME!" Blake yelled with her hair shadowing her eyes. 'Hmm... I think it was... Adam wasn't it?*chuckle* he shared so many stories... after I broke him. He's mine now.' The man finished. Blake shuddered with anger, fear, and hate and her grip on gambol shround tightened. She refused to think that anyone could do that the Adam. He was way too strong for something to happen to him.

'If only you would've stayed with him. You could've been with him. Instead you left him and FOR WHAT? To "save" this world from the evil that inhabit it?! To cleanse it and hope that the world can move on in peace?! You're still living a fantasy. It's actually quite sad if you ask me.'

Something in Blake finally snapped and she dashed towards him with speed similar to Ruby's semblance and her blades connected with the Scarlet Spider's forearms. "Why don't you just Go to Hell!" Blake yelled with rage as she had enough of the nonsense the man was saying. Blake's movement, her fighting style; they were both starting to slack off the angrier she got.

The man weaved passed her strikes and delivered quick, decisive blows to her left arm, forcing her to drop her cleaver down to ground level. Blake jumped a way from him and stared straight at him. She took the time to calm herself down and found a small needle in her arm and pulled it out. She didn't have time to inspect as the Scarlet Spider leaped towards her and flipped out of the way as she was too focues on the battle at hand to think about.

As she was running, she activated her semblance, but nothing happened, which shocked her, leaving her open for the man to deliver a strong punch to her stomach, making her cough up some saliva from her mouth. He then grabbed the back of her neck and slammed her face first onto the walkway and tossed her over the railings and on top of a container by her leg. As she tried to get up, two globs of webbing kept her hands in place so she couldn't get up and it didn't help her when the Scarlet Spider personally keeping her head down.

'Its so much easier to control a person through what they fear the most,' he held Blake's head down with one hand and continued, 'how painful it must have been for you to leave the man you love, only for you to now know that he's lost in the darkness forever. You know its true.' "No... you're lying." Blake shuddered softly. 'Oooh trust me my dear, I wouldn't be telling you this unless it was the truth." All Blake could do is just listen as she helplessly slip into despair. Trying to deny everything the man is saying while on the verge of shedding tears.

"Will you SHUT UP!" Came a new voice. Scarlet Spider turned his head and didn't have any time to guard against a flaming fist connect to his gut, which sent him flying through a walkway and landed in a container with a crash.

Blake looked up in relief and disbelief to see Yang to finally arrive to her aid. She ripped the webbings restraining Blake and helped her up. "What would you do without me?" Yang said with a playful smile. "Thanks." Blake responded. "Get Nora out of here, he's mine." Before Blake can object, the Scarlet Spider bursted out of the container making an irritated growling sound. "Well? Go!" Urged Yang so she can fight without any worries. Blake didn't want to leave, but knew that she had to.

She dropped down, grabbed her cleaver, sheathed her weapon and took off with Nora and Magnhild. Without Blake and Nora to worry about, Yang stared dead into the man's eyes through the destoyed walkway. Ready for the real fight to begin.

* * *

 _ **Author's Note:**_

 **And finally another chapter finished. This one was a bit longer, but now it's all set up for the next fight. Info about the Scarlet Spider will be revealed. If** **you have some suggestions, leave them in the comments.**

 _ **Next Time: CLASH! Spider vs Dragon**_


	3. CLASH! Spider vs Dragon

_**Author's Note:**_

 **What's up everybody, thank you for still reading my stories and for waiting so patiently. If there's any questions you'd like to ask, I will answer to the best of my abilities. Rest assured your waiting will be rewarded. A quick heads up, when you see words in between ' ' that means that the Scarlet Spider is speaking with the garbled voice. But now, on with the story.**

 **I do not own the characters of RWBY. Roosterteeth does.**

 **The OC belongs to me.**

 **Enjoy**

* * *

 _~Few minutes after splitting up~_

Ruby and Ren were searching nonstop to find the missing item in section 4, knowing that The Scarlet Spider would be searching for it as well. They stopped their search momentarily when they heard a few explosions coming from the near center.

As they looked on, they saw a dark figure with one hand rested on the sheathed sword, slowly walk up to the light, but stopped so they couldn't see whose face it was. Before any of them could reveal their weapons, the figure came up close and shot the hilt of the blade at Ruby's solar plexus in a burst of speed, knocking the wind out of her which knocked her back to a container. Ren got his guns out and aimed his sights on their attacker. Before he could pull the triggers, the attacker made a quick slash, making Ren spread Stormflower away from each other, leaving an opening for the attacker to get close and...

 **(Screen fades to black)**

(A/N: This chapter is about a fight between the main villain and Yang. I just wanted to add Ruby and Ren in btw.)

* * *

 **(PAPERMOON Tommy heavenly6 Jpn)**

Yang and the Scarlet Spider leapt into the air with their fist reared back and collided, creating a massive shockwave, forcing them back a bit. They landed on the floor just a few feet back from each other in their fighting stance. Yang took this moment to observe the man's stance. He had a wide stance, a bit hunched over with his arms raised as if he had claws.

(A/N: I'm so bad with my descriptions. This is the amazing Spider-Man's fighting stance from Eot and SD.)

Yang kept her eyes on him as he did the same on her until they lunged forward again for another clash. Except this time, it wasn't as powerful as the first and brought their legs up and clashed with their knees in perfect sync. They started to fight at a faster pace, matching blow for blow until Yang got a lucky shot at the man's chest and sent him skidding back against a container.

'*chuckle* Now THIS is a fight!' The Scarlet Spider commented mid-battle as he flipped out of the way from a dust round and clung to the side of another container. Yang launched herself to his level and began to swing and punch at the spots the Scarlet Spider was previously at. He then started to attack and did a windmill(breakdance), spun off to the side, but fired two weblines in mid-air to bring himself back down and attack with his heel while still on the wall to push Yang back.

He jumped off of his container and tackled Yang on top of another and landed with a hard thud, banging her head. Scarlet Spider straddled her, placing one of his hands on one of her arms and his foot on the other and punched her repeatedly with significant force, making her grunt after each hit. After the fifth punch, she freed her hand from under the Scarlet Spider's foot to catch his fist by the wrist. She tried forcing herself up, but stopped when the man opened his hands and protruded claws just inches away from her face. She purposely released her grip and pulled her neck out of the way as the claws piearced the container under her. Now with her free hand, she punched the Scarlet Spider off of her and onto ground level with a few strands of her hair in hand.

He recovered with a handspring and into his fighting stance. As she stood back up, she saw her opponent holding a few strands of her hair and that could only mean one thing.

"You're... so... DEAD!" Yang roared with rage as she lunged forward with her hair burning bright and her lilac eyes turning red. S.S.(Scarlet Spider) cloaked himself in his white wind and Yang's attack passed right through him. She adjusted herself and came back at him from the air and pounded the ground when she missed again creating a small crater. "She's fighting more seriously now. This might be problematic." S.S. thought.

When Yang looked back up she lost track of the man, looking in every direction until she felt something wrap around her waist and was lifted off of the floor. When she looked down, she can see the S.S. reappearing and saw that it was his arms trapping her in a bear hug. Yang cocked her fist back for another punch, but stopped and yelped in pain as she felt his arms begginig to tighten around her. She focused all of her efforts on trying to escape, but the Scarlet Spider only tightened his grip, inflicting more pain and causing her to scream.

Yang's arms soon hanged loosely with her head hanging back and her burning hair and eyes changing back to how they originally were. "Damn... you." Yang managed to say. 'Oh don't flatter me.' Said the S.S. while applying more pressure to his grip, earning a pained gasped from the brawler. Yang's eyes were starting to get heavy and she began to think to herself all the times she spent were her friends and her sister, all the adventures, the good and the bad. She wouldn't let it end like this.

With those thoughts in mind, Yang snapped back awake with her eyes blazing red and slowly raises one of her hands onto the one of the man's and gripped it. She swung her head forward and headbutted the Scarlet Spider, cracking his head piece with one tear eye flashing to stay on. He released Yang and she dropped down onto her knees, catching her breath. When she was able to stand back up, the S.S. was able to see that her forehead was bleeding down on the right side of her face with her semblance fully activated.

She charged full force towards the man and stroke with a force the caused another shockwave when it was blocked. S.S cloaked himself in the wind again and watched as Yang's attack phase right through him. But whenever he tries to create some distance, Yang would close it again. With his wind fading, he began taking the full force of Yang's strike and began breaking through his defense. With one final strike, Yang sent the Scarlet Spider into a container, that crashed into a support beam holding a portion of the walkway up and watched as it collapsed on top of him.

 **(Music Ends)**

Yang stood hunched over with her arms hanging down loosley, panting heavily with blood dripping from her face and from her right arm. She looked on and saw the debris she had made when she attacked and gave a soft laugh to herself. "Thats what happens when *pants* you mess with my friends *pants* and my sister." Yang remarks as she walks off. Unknown to her that after she left, the debris the Scarlet Spider was under began to move.

* * *

Yang finally returned back to where she seperated from the rest of the team, but when she got there, she saw containers with wide slash marks and a gaping hole in one of them and infront was Ren and Ruby laying on the floor unconscious with small smudges of blood staining their clothes. Yang panicked and rushed to Ruby's side and cradled her in her arms. Even though one of her arms was bleeding, she ignored the pain to focus on what was more important.

"Ruby, wake up! RUBY!" Yang yelled as she clutched Ruby's body tighter, hoping that she was still okay. She felt someone watching them and if on instict and looked behind her to see the man she thought she pummeled with his arms crossed. The Scarlet Spider stood with a torn sash dented armor on his chest, arms and legs, and a helmet that was damaged beyond repair. He tore the mask from his face and dropped onto the floor to reveal a new more darker mask with more narrow tear eyes. By the way he was standing, he was un-impressed.

"You... I'LL KILL YOU! Yang yelled after gently placing Ruby's body down and charging at the man with her undamaged arm, only to miss by about an inch and to receive a knee to the gut, forcing her back a few meters. She came charging again, throwing punches and kicks at the man for chance for him to slip up. Unfortunately, he did not and before Yang could let out another punch, S.S. chopped her wind pipe, making her choke and delivered a punch to the gut again, and immediately cross punched to her face the second after making contact and and performed the same punch again and she fell breathing raspily. He lifted her by her jacket collars and pulled her up close and whispered into her right ear without his distorted voice that even sent chills down her spine.

"You think you're strong enough to keep them safe? Your sister safe? You're too weak to protect anyone and they. will. die." His words were like knives through Yang's heart. She knew that she isn't as strong she once thought she was since that fight she had with that Neo girl on the train. Before she could think of anything else, she tried to hold back her screams of pain as the Scarlet Spider bit down on her neck. After what felt like hours of pain coming from her neck, she gasped as she was finally released and was clutching the bite mark as it bled profusely.

"Don't worry, I'm not a vampire *chuckle*," he said as looked away and wiped the blood off his lips with his forearm and collapsed his helmet." but the bite should keep you down for a while." he finished as he spat a purple liquid out of his mouth. As if on que, Yang started to feel light headed and was having trouble staying on her feet as her vision fading. She stumbled to her knees and looked up one last time at the man who had beaten her. "Fuck... you..." was all she could say before passing man walked over to the brawler's body contemplating on how to finish her, but stopped after hearing someone's voice in his mind. _**"DESMOND. Return to me at once!"**_ He raised his head to answer back in his mind. "Yes, my queen." With that, he leaped into the darkness, leaving Yang's body.

* * *

 _~After exiting warehouse~_

Blake ran out with Nora and Magnhild in hand towards the airship. As she entered, she place her down on the side next to Pyrrha and Jaune. As she was beginning to leave, she couldn't shake Adam off her mind. She knew Adam to be completely loyal to the White Fang and to be a master swordsman. It was impossible to think Adam would lose to someone like him. Even side with him. Now, having to think about what the Scarlet Spider said about him, she didn't want to believe it. She snapped out of her train of thought when Weiss came down from the air and back flipped out of the way next to Blake in her fighting stance as a red chokuto sword came down from above. Blake froze (no pun intended) where she stood as she recognized who the sword belonged to. Finally, the man came down to return his sword and finally showed his face.

"Adam..."

His appearance had changed since the last time she'd seen him. Instead of his normal black trench coat, pants and shoes, he had on combats boots with special combat armor over his legs, lighter body armor with red highlights under a puncho that reached his waist. Finally, a thin black blindfold over his eyes to replace his grimm mask.

Adam raised Blush up ever so slightly to the heiress' head, but enough for Blake to spot and she raised her sword up just in time as he shot Wilt at Weiss. As it bounced up into the air, Weiss flipped back and launched herself from a glyph she created towards Adam, who he simply swayed right. Blake came next and came slashing, but he blocked each with Blush and jumped in the air to grab Wilt. Not wanting that to happen, Weiss prepared to fire projectiles towards him, if it wasn't for Blake that stopped her.

"That won't work. He'll just absorb it." "What?" Weiss questioned as she stopped. As he landed, Adam's hair and the red streaks under his puncho were glowing. "Already?! He's shouldn't be able to do that so early." Blake thought to herself as she dashed forward to stop the upcoming attack. She slashed upwards with her cleaver just in time to redirect Adam's attack and towards a nearby building. Weiss gazed at the damage done by Adam and was thankful it didn't hit her.

Blake looked down to see that Adam was gone. She gasped as she realized that he was right behind her with Wilt stopped about an inch away from Blush., but still his hair and the red highlights glowing. Before she could understand what happened, Adam sheathed Wilt completely. Time seemed to slow down at that moment as blood sprayed from Blake's right hip. She yelped and dropped her weapons and held her gash to slow the bleeding. Adam, now with his highlights returning to normal, turned and jabbed the back of her neck with his elbow, making her collapse to the ground with a pained gasped.

"Blake!" Weiss exclaimed as she used her semblance to try and stab Adam through his heart. He unfortunately blocked the attack with Blush and can see the anger in Weiss' eyes as he gave off his usual expressionless stare. Before she could attack again, Adam gripped her wrist holding Myrtenaster with his free hand. He was slowly crushing Weiss's wrist as she finally dropped Myrtenaster down with a clatter and was kicked away and rolled off her back, with Adam getting closer. Through the pain, Blake managed to turn her head far enough to see the Scarlet Spider approaching Weiss from behind and tried to warn her. "Weiss...behind you!" It was too late for Weiss as the man gripped the back of her neck and held her up as she struggled to get free. "Let... me... go!" Weiss yelled as her demands fell on deaf ears. He grabbed one of her legs and slammed her onto the ground, rendering her unconscious on top of a small crater.

"Now that there's no more pests, we can finally leave." Scarlet Spider stated in his normal voice as he walked of past blake. "NO! Not yet..." Blake exclaimed as she stood on her feet with gambol shroud in hand while still holding her wound. Storm clouds overhead began to form and rain lightly dropped down unto vale. "What did you do to him? I need to know!" Blake demanded as she tightened her grip."Why? You can't save him. He's my puppet. When are you gonna understand?" Blake transformed her sword into it's gun form and pulled the trigger, but got knocked out of her hand by a ball of webbing. The instance she turned her attention back, she was back handed hard across her face and fell.

"If you think that this little show is the worst I can do..." he walked over and placed his foot over blake's free arm and removed her other arm covering to wound," just wait until the finale." He said cryptically as he lightly applied pressure to Blake's gash with his other hand. Blake clenched up as bit hit her lip hard, drawing blood to prevent her screams from the agonizing pain. He eventually released her as she let out a pained gasp and he began to walk away from the small blood puddle forming. Mixing with the rain water as it came down harder.

 **(Batman Arkham Asylum OST- Scarecrow pt.2 3:04 - 3:43)**

With Blake slipping in and out of consciousness and her vision blurring, she could still make out the image of Adam staring down at her. With one more second passed, he turned his back to follow. Blake tried to reach out for Adam, but was feeling numbness overtake her and her arm dropped. With the last of her strength, she curled up as much as she could and waited to wake up from the nightmare as her world grew dark.

* * *

 _ **Author's Note:**_

 **Yeesh. That was kinda dark even for me. Thanks for any and all support so far into the story. You're all awesome.**

 **Next time: Recuperation**


	4. Recuperation

_**Author's Note:**_

 **I'm back readers. So sorry its taken me so long. School is the worst. This chapter(like its namesake) will cover what happened since the last chapter. It'll get a little heavy at first, but will move onto something not as heart wrenching(maybe ; ) ).**

 **I own my OC, but not RWBY. Respectful owner is Roosterteeth.**

 **Enjoy**

* * *

As rain began to pour down onto the town of Vale, thunderstorms roaring high through the clouds, two lone figures are running and leaping across rooftops to escape the scene of their latest mission. They leaped off a building and dropped through an open manhole in an empty alley way in one the slums of the faunus district. They slid through tunnels, crossing large gaps until they reached a wall. Desmond stepped forward and punched a specific brick and waited as the secret entrance to open. As he entered with Adam following behind, various sounds of growls, hisses, and chittering can be heard as he walked over to a console and placed his hand on top.

" _Identification Confirmed_." said the computer with a female voice.

The screen began to hum online and no second later the entire illuminated. Showing various cages full of a variety of caged grimm, ranging from beowolves, Ursas, majors, baby nevermores, boarbatusks, creeps to even a king taijuto and deathstalker. This secret hideout consisted of several computer monitors, grimm, a work bench full of his gadgets and brilliant machinery.

"Home,Sweet,Home." Desmond whispered to him self as he flipped a switch to reveal a new helmet he discarded back at the warehouse. After he attached the new head piece, he turned towards Adam. 'Come with me. It seems there still some bugs to work out.'

Adam did what he was told and followed Desmond into the dark room where a gargoyle statue with gleaming red eyes with it's mouth widely agape stood sat at the far end of the room. 'My Queen.' Desmond said as he and Adam dropped down to one knee. The mouth of the gargoyle shined a bright blue as a large indistinguishable figure stood, shrouded in darkness. And with that, the door behind them closes.

 _ **(Black Screen)**_

* * *

"Damnit!" Yang growled as she punched the wall with her left hand. She's been furious when she had woken up to find herself in the infirmary getting the venom out of her systems from the Scarlet Spider's bite. She also hated the thought of him standing right back up and still have the same strength as if he hadn't gotten hurt. She quickly realized that punching the wall might not have been the smartest thing the express her anger, seeing as how it was already bandaged up, well both of her hands. That, and the fact that there was still an unconscious Pyrrha on the bed on her left.

Weiss wasn't feeling any better either. She couldn't help feel like what happened to Blake was her fault. When she finally woken up, she found her arm slung over one of the medical team's shoulder as she was carried back to beacon. As she was able to stand after reassuring the medic, she noticed it was raining and she peered to everyone who was on the mission. She saw Ruby carrying something close to her rapped in her hood and Yang and Pyrrha on a stretcher, but all in all, everyone look defeated and beaten, but no Blake anywhere. The last time she saw her, she was bleeding out because of that Adam guy. Weiss had asked where her teammate was to one of the medical teams and explained that she'd been rushed to the hospital for the gash on her hip. Weiss have been silent ever since.

Ruby had taken her team's condition the hardest for she felt she could've done something to prevent it, seeing as how she hadn't taken excessive damage during the mission. Yang had been the first person she saw after she had woken. As she scrambled for her body she saw two bite marks on her neck like a vampire and was slightly bleeding. She looked on over to Ren and saw him in the same condition, so she reached for her scroll and made sure to have the infirmary prepped. When she hung up, she tried to lift yang up and had trouble because of her size. As she finally lifted yang, Jaune and Nora came and assisted in helping. Out of the corner of her eye she saw small white flashes and walked over to see what it was and clasped her hand over her mouth to silence her gasp. She slowly lifted it up, removed her hood and wrapped it around the object.

Since returning from the mission, she hadn't let go of what was in her hood. Only taking quickly glances every now and then. Weiss had noticed this and have wondered what it is herself and decided to confront her when they made it back to their dorm. The school nurse walked in and gave Yang clearance to be discharged and gestured the three girls leave and let the patient rest in peace. Everyone, but Yang went along with it cause she was still in a fit, but silently complied thanks to some reassurance from her teammates.

When they returned, they were greeted by Zwei who barked and whined, happy to see that they were okay. Weiss sat in a chair and lifted the corgi up onto her lap who quickly rubbed against her feeling joy in seeing her again.

As they settled down, Weiss got straight to the point and asked: "Ruby. What are you hiding in your hood? You practically never wear it off and you've been unnaturally quiet." Ruby snapped out of her thoughts and turned to the rest of her team. She lightly placed her bundled up hood down and unraveled. What was inside widened Weiss' eyes and and made Yang's lilac eye color to a crimson red without her knowing.

* * *

In the infirmary still soundly asleep, was Pyrrha sitting up, propped along the bed with a few bandages on her arm and one wrapped around her head. She had only woken up recently to seeing Jaune resting his head on her bed with his hand atop of hers and can't help but smile at this. She brushed his blonde hair softly with her other hand and seemed to stir him awake.

"Hello Jaune. Did you sleep well?" Jaune shot up wide awake and tried to compose himself to respond. "Um w-well yes. Yes I did." he replied with a light blush. "I didn't mean to nod off. I was just waiting for you to wake up and... well..." "I think I got the message." Pyrrha finished with a giggle and a more lighter blush than Jaune's. There was an awkward silence besides the the steady beeping from the heart monitors. To break the silence, Jaune began to confirm about Nora and Ren's condition and said that theirs wasn't too serious. Pyrrha noticed his saddened attitude and tried comforting him, saying that the Scarlet Spider just had the element of surprise and then later had an accomplice.

Their moment together were was cut short when when the nurse came and asked Jaune to leave Pyrrha to rest. Though saddened, he complied and got off from his seat. Out the corner from Pyrrha's eyes, when the nurse turned the corner into the other room (which was her desk), she quickly reached out and grabbed Jaune's wrist and pulled him towards her. Jaune gave out a quick, low yelp, but was silenced when his lips smashed into Pyrrha's. He wanted to move away, but the feeling of her warm, soft lips on his soon diminished his resistance and began to pour more feelings into the kiss. The nurse walked in silently and paused to see the spectacle in front of her and quietly left the two alone.

* * *

 _Beep...Beep...Beep...Beep..._

The sounds of steady beeping, the heavy rain and roaring thunder fills the room . Lying on the hospital bed still unconscious, Blake laid breathing softly and peacefully the dark room. There was a blood bag hanging beside her bed to make up for losing so much blood. However, some things aren't what they seem to be as the heart monitor began to beep faster, Blake's breathing to quicken, sweat trickling down the side of her head, and her grip to tighten on the bed sheet.

From an outside perspective, she looks like she's having a nightmare, but within, she felt scared and helpless against the atrocity that is now lurking in her dreams. Her breath hitches as she slowly opens her eyes to see only darkness and mist instead of the hospital ceiling. She shot up onto her feet from her back to find herself wearing her usual attire with the exception of her bow hiding her ears.

"W-Where the hell am I?" Her voice shaking with fear and l uncertainty.

* * *

 _ **Author's Note:**_

 **And there you have it. It's been taking me forever to finish and to come up with the idea that will... ~whoops~ Sorry, no hints. Anyways, thanks for reading and I hope you enjoyed the little Arkos moment in light of last week's episode. I heart broken, didn't see it comin, but I bet that'll make you RWBY fans and Arkos shippers happy.**

 **Now, get ready for the next chapter.**

 **Next Time: Lab Rat**


	5. Lab Rat

_**Author's Note**_

 **Hello readers, welcome back and I hope you're ready for more of what I've got in store for you. First things first, the hype is REAL for RWBY V4. We got theories going left and right for what's to come on I believe is October 24 about the broken Team RWBY and JNPR, Salem, Pyrrha(IS SHE ALIVE?!) everything that's been hammering everone's brain. But for now, read my newest chapter to(try) take your mind off of it.**

 **I do not own the characters of RWBY. They belong to Roosterteeth. My OC belongs to me.**

 **Enjoy.**

* * *

"AAARRGGH!" screamed in terror and pain was a White Fang soldier, crashing into a tree out in a disclosed forest. Today would be called a lot of things. A disaster? No. Mayhem? No. Chaos? Not even close. A living hell, would be what this day is.

Anyone who came in the intruder's way was either broken or knocked down. One White Fang lieutenant came swinging his chainsaw at the intruder to forcibly push him back. As the attacker stood up, the light from the sun shined from his visor as he stood at full length. 'So, you must be the big guns huh?' The lieutenant said nothing. 'Strong and silent type. Gotcha.'

The lieutenant swung his chainsaw in a wide downward arc, but the intruder simply flipped over the arc with his hands behind his back. 'Scarlet Spider. Maybe you've heard of me.' He dodged another strike by jumping and bounding off of the lieutenant's head. He grunted and brought the chainsaw overhead, but missed as his weapon dug into the dirt near Desmond's feet. Desmond drew back his fist and smashed against the faunus' face and sent him rolling through the dirt.

As he recovered, his face was met with his opponent's leg. Now on his feet, he swung his fists, but only met air as Desmond was cloaked in his white wind. Being bored of this fight, Desmond uppercutted the lieutenant in the stomach, knocking him aloft, catching him coming down with both of hands, only to flip him over onto his back. Before the faunus can recover, Desmond immediately flipped and stomped on his stomach and to return to his head and punched his face twice; knocking him out and breaking pieces off of his mask.

Desmond proceeded to head towards the main tent, then jerked back as a dust round blasted back where his head originally was. 'So glad you can finally join us. I was wondering when you'd "honor" us with your presence.'

Adam stepped into the clearing sheathing Blush into Wilt. "What are you doing here human?!" Adam asked with venom in his voice. 'First off, uh how exactly can you tell I'm human? I could be a faunus or both? ' Desmond asked, but not after leaning back to avoid a fast swipe. "Silence! I' ask again. What are you doing here?" he demanded. 'I'm just here for a little something to change this pitiful world. And not in the way where everyone is equal, punished, enslaved or free. Just dead.' "And what makes you think you'll find it here?" 'Well you see... I'd love to continue this interesting conversation, but I'm gonna need you to die now.'

Desmond broke off in a fast sprint at Adam who unsheathed Blush and also dashed at the same speed. Finally, they clashed with sparks flying from Blush to Desmond's gauntlet fins. Breaking off from each other, Adam began a combo of quick slashes, thrusts and shots from his weapons, but either failed to land or was redirected.

Desmond got in close and tackled Adam to the ground, ignored all hits he's taken in doing so. He then leaped from Adam's chest while leaving two web lines and yanked him into the air. Using his ability, he cloaked himself in white wind to dodge any airborne strikes from his opponent and nailed Adam in his stomach and sent him plummeting down to the ground.

He quickly recovered and leaped out of the way as Desmond came down and stoped the ground from where he originally was, kicking up dust. They soon clashed again with Desmond stopping Adam from swinging his sword by placing his wrist on Adam's, locking them in place. **(A.N. If you don't know, its the gap between the wrist bone and pinky finger. Placing something there when swinging a sword would block it for the full swing to commence).**

Adam retaliated with pointing Wilt at Desmond's legs. The armored assailant grabbed Adam's arm and his head and flipped over his head and onto his shoulders. He then fired two weblines to the ground and forced Adam's into the dirt, but didn't stop there. He stepped off and grabbed the back of his skull and slammed his face into the ground twice. He got up at full length with a raised knee and brought his foot down hard. Finally, he grabbed his trench coat and hurled him at the tree. Upon impact, the tree broke down from it's base.

Desmond walked over to the fallen faunus and caught the blade swung weakly at his chest. Through his visor, Desmond could see the vengeful gaze in his crimson eyes as his mask has broken off from earlier and only chuckled. He placed a hand on Adam's chest and a sent a static charge to his heart and results in his incapacitation.

Before departing, he turned towards the fallen soldiers around the camp. He reached into a pouch behind his back and pulled out a hexagonal pad and pressed a key threw it into the air. The pad began hovering in the air and spinning rapidly then released a red array that covered the entire area. After the light show had ended, small rhombus shaped shards began dispersing from the device and onto various fallen White Fang soldiers. Then, after all was said and done, the hoverpad self-destructed, exploding into dust.

Desmond was about to set out when a commanding voice sounded in his mind. **_"Wait Desmond! That bull faunus can be useful in my plan. Bring him to me at once!"_** "Understood." Desmond returned to Adam's body and heaved him over his shoulder with his weapons in his other hand and left the battlefield.

* * *

 _~Scarlet Spider's Hidden Hideout~_

'If I may ask my queen, but what use could just this one faunus be of freeing you from the shadow world?' Desmond asked as he had returned after throwing the faunus boy's body on the ground in chains around his wrists and neck and a web gag over his mouth.

 _ **"Silence! You'd be wise not to question me Desmond. I need him to gain more power to cross through. Once, that happens we'll both get what we so rightfully deserve. Understand?"**_ The figure within the gargoyle demanded. 'As you wish. Now, time to wake up our "guest" '. Desmond said as he shocked Adam awake. He awoke with a pained grunt and a growl as he found himself bound in webbing in a new and unrecognizable place. It was only until he looked at the gargoyle statue in front of him that grabbed his attention.

Desmond grabbed him by his bindings onto his feet. With a questioning muffel, he looked deeper into the mouth of the gargoyle as he was now shown the shining eyes, and then soon and an indescribable silhouette of his new master. It was at this point Adam's gag was removed that he was allow the ability to speak again.

"Release me, now!" Adam shouted out at Desmond. 'I'm not the one who you should be speaking to.' Desmond calmly said.

 _ **"Faunus."**_ said the unfamiliar voice catching Adam's attention. The voice sounded inhuman as the voice had a low tone that seem to vibrate into a higher tone after each sound that was made, making it sound other worldly. **_"I sense a great hatred within you towards humans and I will use that power to bring about the end of your kind."_** The voice lied. "I'll never give you my power." Adam retaliated. _ **"Oh, but you WILL. Whether you like it or not. HYEAH!"**_ The figure in the gargoyle statue's mouth shot one of her hands out, which her tendrils streamed out of the statue and wrapped around Adam's upper body.

Adam felt his very life being drained from him as pieces of his soul were streaming down the tentacles, through the gargoyle and into the new host. He tried to tear himself away, but it wouldn't have mattered at the end.

The last of Adam's soul has now left him, the tendrils has now retracted and he stood hunched over. His eyes once filled anger and rage soon became consumed by blackness. Now, he let out a moan like a mindless zombie.

 _ **"Excellent, my time is growing near. Desmond, I need more power."**_ the mysterious queen ordered impatiently. 'Fear not my queen, I need only to acquire a certain component to amplify the drones.' _**"Then get to it."**_ 'As you wish.'

Desmond left his queen's chamber and into his lab with Adam behind and was welcomed by the growls and hisses from the caged grimm. He walks over to his control console, pressed a few keys and an image large slot hissed open from the side of the console.

~Time Skips to Present Day~

Desmond held a very rare and very unstable dust crystal in his hands. Said crystal didn't look what what you buy at any dust shop. Instead, it had a crimson red luster which was in a shape of a star. Desmond placed it into the slot, which hissed closed and reading of the crystal appeared on the monitor screen. He pressed several keys and a new hidden button appeared.

He pressed it and then there was a sudden shockwave that immediately silenced the grimm in the room and all the the electrical equipment had shut down. There was only darkness for a few short seconds until a faint light red light emitted from a tube, connecting from the console and up to the ceiling that crossed into the queen's chamber.

From with the queen's chamber, the crimson energy from the tube reached a round base at the center, just under the gargoyle. It then shot down upon said statue and the eyes of the gargoyle began to glow brightly as mist began pouring out.

 _ **"Heheheheh, yes . I CAN FEEL MY POWER RETURNING TO ME!"**_ Desmond entered the chamber soon after, but was slightly pushed back by how much power was coming off the gargoyle. 'Now that I've recovered your crystal, what's next my queen?' _**"Next, my ARMY."**_

The queen let out an ear splitting shriek that shook the whole lair as dust, came falling down from the ceiling. Desmond had to adjust his headset to be able to withstand the drastic change in volume. On the surface, many of the people began to hold onto the buildings, lampposts, cars, each other as the ground below them was shaking uncontrollably. The majority of the people in the area that were faunus, collapsed on the ground clutching their ears to block out the noise. The noise reached out to the other kingdoms in Remnant that had the same effect on those with acute hearing. The shriek even reached out to the grimm as they were all roaring and growling as they were suffering as well as they fell down right at the spot.

The scream went on for what seemed like forever until it finally died down to a close. Hearing that the queen's shriek had stopped, he returned his headset's hearing to normal settings. 'Might I ask, what in the hell was that?' Desmond asked in a slightly annoyed tone as walked towards the gargoyle. He was unprepared for the sudden outburst and was even more unprepared for what blasted the door off its hinges behind him. The doors came to a screeching halt at his feet. When he looked back up, he was a bit taken back at what he saw.

Standing in the chambers, were fifteen cloaked figures staring down with their hoods hiding their faces, mumbling and groaning as if it was their owning language. As they raised their heads, Desmond could see now that these cloaked figures had faces with shriveled, greyish blue faces with red beady eyes that glowed in the centered of their eyes sockets. Dangling around their necks was a pendent of some sorts and with their weapons of choice being a ghoulish looking, a curved double edge sword.

'I assume that this is your doing my queen." Desmond deduced. **_"Aren't they lovely? The creatures of grimm were only the catalysts now, my return is all but complete. Now carry out my plan immediately!"_** The queen ordered. 'Consider it done.' Desmond bowed. The cloaked figures did the same and the group split up equally into three groups. Then the groups were enveloped into a ball that contracted and flew out of the queen's chamber. "That's certainly a way to travel." Desmond thought to himself. He signaled Adam to follow him and they exited out of the lab and out into the outside world. When Desmond reached the surface, he pulled out his scroll and as it hummed to life as the time showed 2:00 A.M., he set a timer started as it began to count down beginning from 80:00:00

* * *

Now alone to herself within the shadow world, the queen stood with her back towards the gargoyle, admiring her work. The shadow world was a desolate region that housed the most corrupted and evil souls of demons. _**"Finally, I will soon return and reclaim my rightful place in the world. My army were just the beginning and once I'm free, nothing will stop me. NOTHING! hehehHEHEHHAHAHAHAH.**_ **AHAHAHAHAH!"** said queen had hideously laugh and echoed throughout her skull castle and into the desolate realm of her assured victory.

* * *

 ** _Author's Note_ :**

 **Finally, I'm frickin done with this. I apologize for it being so long to update. Now, if you haven't picked up on who the queen is, the truth will be revealed in the next chapter. If you have, then congrats. Yes, I used this character, but only when I was stumped like two chapters ago and because I was feeling nostalgic.**

 **I also started a new community called "RWBY crossover" so you can check it out, maybe even add your own crossover, but please leave a comment and also say who our mystery queen is.**

 **Next time: Living Nightmare**


	6. Living Nightmare

**_Author's Note:_**

 ** _Welcome back readers and I hope you've learned of the identity of the queen. The answer: Queen Bansheera from Power Rangers Lightspeed Rescue(or Grand Witch Grandine from GoGo V, but sticking with english counterpart). The over dramatic laugh in the end should've gave it away though. Yes, I know. You can throw hammers at me later, but hear me out first._**

 ** _I first planned on just a Spider-Man x RWBY crossover, but if you looked at my last note in the last chapter, I was stumped and feeling nostalgic. I was a huge fan, still is so don't hate. I thought it would work out well and it did. Also now, I'll be able to use the soundtrack from the show(s)(which I get from Netflix) to portray certain situations cause we all know that the music is frickin amazing._**

 ** _I also took the time to re-edit my previous story: "Locked Hearts" so you can check that out after this chapter if you want. So without further ado, lets get back to the story. I do not own RWBY because RoosterTeeth does. Nor do I own Spider-Man's for he is of Marvel or Queen Bansheera of Toei Company. The music I'll definitely use will not belong to me. I do however own my OC._**

 ** _Enjoy._**

* * *

"Ruby. Where did you get that?" Yang asked in with a tiny bit of irritation in her tone. Ruby saw the red anger in her sister's eyes, but kept a brave face. Yang and Weiss were staring down at the helmet that once belonged to The Scarlet Spider. Zwei hopped down from Weiss' lap and waddled over to the dimly flashing helmet and took a quick whiff of it. A few sniffs and he growled at it as if he knew that the owner mean't bad news.

"I found it near you on the ground when I woke up. I saw it flashing and thought that since it was still working, we could maybe track him down." Ruby said with uncertainty as she rubbed her two fingers together. Like some of Ruby's ideas, she didn't exactly think of what would happen later when her teammates were gonna find out.

"That... can actually work. Which is weird coming from you." Weiss said. "It can?!" Ruby and Yang yelped dumbfounded. "It will. We can even find where he's been hiding and what he's planning." This discovery brought hope to the team as they now have a solid lead to stopping a potential madman, but their hopeful faces soon fell as they remembered one member of their team still recovering in the hospital.

"Welp, I'm done feeling sorry for myself so *gets up and walks to the bathroom with a towel* anyone who wants to join me to see Blake tomorrow, speak now or forever hold your peace." Yang says as she waited at the door. Ruby groaned and Weiss face palmed, but still let out snicker nonetheless. " I'll take that as a yes." Yang confirmed as she close the door and took her shower. As Yang showered, Ruby heard whimpering from under Blake's bed as she looked under to see Zwei covering his ears and looking quite scared for some reason.

* * *

 ** _~Later that Night~_**

Within the woods of Forever Falls, a group of petty hunters trekked the forest looking for fresh meat while equipped with machetes and rifles in case of any grimm attacks. Each of the seven men were not the honest of heart for they have committed acts of cruelty against their fellow man. A few have murdered, some have raped, and most of all, they all have a deep hatred towards the faunus. Going so far as to hunt a select few for the "thrill of the hunt" as they say before taking the life of another. Speaking of hunt, their latest "prey" was running through the thick bushes as his wolf ears overheard the laughs and shouts of the human hunters behind him.

The faunus who was currently wearing a dirt smudged white tank top, brown cargo pants and black mountain boots had the advantage when it came to navigating through the night time and heightened instincts to assist his escape for civilization. Feeling tiredness starting to take effect, the wolf faunus darted straight up a large tree. The faunus stood still on the branch when the hunters passed by while still filled with the same vigor and sick determination to kill. Once the coast was clear, the runner breathed a sigh of relief for the short moment of rest to begin thinking on a plan to finally be rid of the hunters, only to stop when he heard small whining coming from above him, but when he looked up he'd been forced down from the tree and landed with an audible thud.

Holding his chest from the previous blow, his aura level was nearly depleted from the one hit. As he got up onto his feet, a shot rang out and the faunus fell clutching his left leg as blood oozed out of the exit and entry wounds. He looked back and saw his attackers grinning wickedly down at him with their machetes and pistols in hand as one of them came and gripped him by one of his ears.

"What a useless prey you are. Can't even put up a good hunt. Though what can I expect from such pitiful creatures like you anyways?" the leader of the group berated. He then kicked the downed faunus in the stomach several times before and grunting:"you Filthy, Disgusting, Fucking Vermin. And y'know..." he finishes as he draws a pistol and aims towards the bruised wolf faunus' head. "I'd say it's about damn time that someone put you all down. Wouldn't y'all agree boys?" the men grunted and nodded with approval.

Just as the man was about to pull the trigger, the group heard the sounds of whining that was growing louder. They found the sound coming from the tree the faunus fell from and the leader fired a shot with his other pistol. The whining had subsided, but then the sounds picked up again as now it was all around the men until they all dropped down in front of them. When the moon shined down from behind the clouds, the creatures standing around them looked to be black, impish humanoid bat creatures with small bat wings, a red belt that held their swords at their waist, and red eyes with gold highlights and their method of communication being excessive whining sounds. The hunters looked around at them with a confused look which then turned into an amused grin, to full out laughter.

"WHAT THE FUCK ARE THESE SUPPOSED TO BE!?" The same thought ran through all of the hunters as they laughed hysterically at the sight in front of them. The leader didn't seem at all to taken back like his colleagues and his suspicions were true when one of the the creatures gripped it's sword and thrust it forward to one of the laughing men and energy shot out of the tip and blasted a hole through him. The laughter stopped as the man stood for still until collapsing to his knees and to the ground.

 **(Power Rangers Lost Galaxy Ep. 15 Redemption Day 6:42-8:03)**

Drawing their weapons, the hunters (minus the leader) charged as did the creatures the same. The hunters fired their pistols as the creatures up front fell as sparks exploded off at the points of impact, but more took the fallen's place. Metal clashed with metal as the hunters, much more agile, were able to out maneuver the swarm, despite their low numbers. The hunters were getting overwhelmed by the vast quantity of the bat creatures and blinded as well when their weapons made sparks spew. Soon, when one of the hunters was stabbed through his abdomen, then the creatures all piled on him, cutting and ripping him apart. Another creature grabbed a second hunter from behind and later had two more slashing at him until his aura couldn't protect him anymore. The leader of the group was getting mighty annoyed by the hindrance so decided to return to his initial intention, but when he turned he saw a blood stains on the spot where the wolf faunus was at; probably crawled away during the fight. Already pissed, the leader followed, leaving all of his men for dead.

The faunus had no idea what to make of the events he escaped from, but knew the same would happen to him if he had stayed. Those creatures were not grimm for they seemed far to coordinated. He also noticed that he haven't encountered and grimm during his escape and Forever Fall would've been rich with them. His thoughts were cut short as a boot fell onto his back and then into his ribs. "So... you think you can get away from me? Huh? You piece of grimm shit."

The human leader pulled out his machete with a mad look in his eyes as he brought it up in a reverse grip and brought it down upon his head, but missed as his target rolled out of the way and fought back by kicking knife out of his hand by his uninjured leg. The hunter retaliated by going for the faunus' throat to strangle him and end the hunt that had derailed into a situation that has prospered. "GAHHH!" the hunter growled as he felt his aura taking a big hit from his back.

He turned to see a ghoulish hand clamp onto his mouth and raised him against a tree. The man looked down at his attacker as he worn a black cloak and could see the golden necklace and the blade he had in his other hand which looked a bit malefic. But when he saw what was under the hood, he saw the beady eyes within the vast void in its eye sockets and heard its incoherent groan and mumbling.

He immediately became terrified by the the ghoul in front of it as he was thrown into another tree, cracking it. As the ghoul approached it, the man pulled out a hidden dust pistol from the back of his pants and unloaded its entire clip on the freak of nature as sparks flew from its body from each impact. It fell to the ground and exactly a second later it's body spasmed and kicked itself to it's feet as if nothing had happened to it.

It marched menacingly to the downed man as he struggled to replace the empty clip with a fresh new one, but didn't look up as he was instead staring at the sword that penetrated his chest as he lost all feelings in his hands and released his gun and slumped his head down.

 **(Music End)**

The ghoul removed it's sword from the corpse and looked around the area it was in, recalling seeing as second person. The bat creatures later came to the ghoul's side at they made their high pitched whining and the ghoul made it's moaning. Almost as if they're talking with one another. Soon the bats transformed into smaller bats and the ghoul turned into a warped blue ball and flew away into the night sky. Unknown to them, the wolf faunus peeked out of the bush he hid in during the scuffle and had a scroll recording the events that had happened right in front of him. Snapping out of his stupor, the faunus stood up and limped his way over towards civilization and arrived the next morning, where he was found and taken in and shared what he caught on video.

* * *

 ** _~Unknown Location~_**

Blake have been walking for what seemed like hours past the identical stone pillars and wondered if she was going in circles. Ever since waking up in this strange place, her mind has been else where. Thinking about the past events that has taken place.

It still doesn't make any sense to why Adam would align himself and "only" himself with that man. True he would be a powerful ally, but he's also been targeting the faunus population.

Finally, she spotted a feint orange glow in the distance and ran for it. But as she turned the corner, she gasped shocked to see all of her friends lying down in their pools of blood unmoving.

Blake stood horrified at the scene and slowly backed away until she felt like she couldn't move. She looked down at her feet to see the ground trying to take her in.

She struggled to break free when she heard a sinister and distorted laughter growing louder. By now Blake has sunk down to her chest and realized that the laughing has stopped and when she looked up to see that the bodies of her friends we're gone too. And that she was laying on her stomach the whole time.

Blake could feel her heart pounding in her chest as she pushed herself onto her knees. But as she she lifted her head, she was greeted with a hellish figure.

* * *

 ** _~Hospital~ 9:12 A.M.~ 56:48:15~_**

Blake awoke in a gasp as she abruptly sat up on her hospital bed, the heart monitor beeping frantically. She looked around and learned that she was thinking in the hospital and saw a glass of water next to her.

She reached out for the glass and downed the liquid for her parched throat. After drinking, she took a moment to gather strength in her legs after a day of inactivity. She got up out of bed and steadied herself towards the windows where she spread the curtains apart and was greeted by the warmth of the sun. After basking in the rays, Blake looked down to see the people walking casually like everything in the world was normal.

She grimaced at the thought of seeing all of her friends, her team mates, her "family" dead. But more importantly, what was the abomination she saw after waking up from that jump scare of a nightmare.

Her thoughts were cut short as the door to her room was opened and as she turned her head, the sight before brought a small smile to her face.

* * *

 ** _Author's Note:_**

 **Finally finished after like 3 or 4 months. If you've notice that this chapter was posted and then deleted, the reason being is I tried writing this on the app on my phone and for some reason it glitch out on me; making all the sentences ridiculously close to each other and I was about to give up on this. On other news, this story is gonna be on hiatus so I can focus on writing a new Vanguard story. I don't know for how long, but hopefully the wait will allow new ideas to flow so I can post a new chapter for you guys.**

 **RWBY Volume coming up in just a month now. Keep the hype train rolling. Let me know what you think in the comments.**

 **Next Time: Lies**


	7. Lies

**_Author's Note:_**

 ** _Turns out I've haven't given up hope for this story. Now "YAY" hype train has reached it's stop. Really love the new character designs and how they look different since season 1-3._**

 ** _Now this story is just filler just so you all know. Or is it? Well it's kinda both in this case. And so that there's no confusion or the feeling of "Oh, I see what's happening here", I'm gonna tell you right now that this will be Desmond's backstory and how he turned._**

 ** _Might be long. Might be short. Read and find out. I own only my OCs and my storyline. Everything else belong to their rightful owners._**

 ** _Enjoy._**

* * *

 ** _'Why?'_**

 ** _'Why are we so... imperfect?'_**

 ** _'Why are we living like this?'_**

 ** _'I don't get it.'_**

 ** _'Why can't I understand?'_**

These same phrases played on and on like a broken record within the young 10 year-old boy's mind.

The qualities and possibilities of life seemed to be too hard to fathom for him. Though not much would know about the complex mind of a human. Or a faunus. Or anyone who had a mind to begin with. Desmond was like every other child. Yet he was had a place to call home. A family. Anything he ever wanted or could possibly want. He knew of this and at the same time he wished he never knew.

Growing up in the city of Atlas. Desmond was introduced to the luxuries of being human.

He was well loved by everyone.

Everyone treated him with the upmost respect.

Everybody wanted to be his friend. Hoping to walk home with their pockets filled.

But he didn't mind as long as he had friends, he couldn't be happier.

Throughout his life, Desmond, like others, have been taught about faunus.

He was taught at an early age that faunus were nothing but monsters. A disease who only wanted to plague the lives of others with their own.

That changed when finally he met one. He didn't get it.

This faunus looked like a normal girl in a white dress. She just had pair of orange fox ears over her head.

She looked absolutely nothing like the description his parents gave him.

She didn't look like any abominations from the story books he read as a child, not something horrible like a disease.

Just a girl.

At times they would see each other.

At times they would stare

At times they would talk.

At times... they would play.

Of course...

The adults would always drive them away. But they always seemed to find each other.

Connected by a promise.

* * *

 ** _'Why can't we change?'_**

 ** _'What's the point of not liking each other?'_**

 ** _'Why are being so blind?'_**

At the age of 18. The young man's body and mind has grown.

The questions came at him harder and so he began seeking help.

He asked what the people, police, huntsmen, teachers even his own parents what they think. Sadly, the answers were the same:

 ** _"It's just how life is."_**

As of right now, Desmond is sitting on his bed in deep thought only to be interrupted by a friendly face. The same faunus he met as a child, now working as a maid fro his family as a maid. Another unbecoming job for another fucked up system.

The two would socialize at times when his parents weren't around. During times of parties, many of the guests would purposely break their glass or spill their drinks on her outfits like the others because of their faunus heritage. Actions which upsets Desmond, but he didn't show it because it was just how life is, as he was taught.

Though he do not wish to meet like this, the faunus girl spoke to him wholeheartedly.

 ** _"It was the only way for me to be close to you."_**

Soon after a year of this secret, Desmond's parents were disgusted about learning of such news and casted the maid away to the menagerie and casted their son away into the military, but overlooking a small hidden detail.

Both the faunus and human had a secret buried within them both.

* * *

 ** _'So much secrets.'_**

 ** _'Why lock it away?'_**

 ** _'What's the point?'_**

 ** _'Why are they keeping silence?!'_**

Several years have passed and the questions never stopped.

More even have sprouted within the reaches of his mind since being forced to enroll in the military.

He has fought. He has killed. He has survived for a chance to return to her again.

Until that day...

that day...

he began hearing the voices.

Whispers turns to chants.

Chants turned shouts.

Shouts turns to wailing.

Wailing... to silence.

* * *

Now at the age 31. Desmond was a grown man and was in the line of duty under the covert ops strike team. Total of 15. They were given the task of infinfiltration.

Hidden in one of the dens held rogue faunus who held classified information that regarded to artificial aura.

Desmond payed no attention to the briefing, but rather the sporadic voice in his mind. He couldn't get it out of his head, but it kept repeating:

 ** _'...don't...'_**

 ** _'...unjust...'_**

 ** _'...murderer...'_**

 ** _'...evil...'_**

 ** _'...why...'_**

 ** _'...pain...'_**

 ** _'...monsters...'_**

The last word came out as more as a warning it seems. Desmond did not ponder on it often as the mission was a go.

The mission went according to plan. All of the faunus were dead. Or at least it was what he was told.

For maximum effectiveness, they we're given the word the to use a special explosive which consisted of white phosphorus. Killing everyone within while keeping the building intact.

When he entered the den. He saw no weapons. He saw no plans. Nothing to indicate any rogues being their.

There were only children's toys. Toys that were still burning within the grasp of the owners who clung to them in their incinerated, lifeless arms.

He continued to scan to room. More evidence saying there were no rogues here. But men, women... and children.

 **(The Wolf Among Us Ost - Beast Inside)**

The voices returned again. The volume rised and lowered in a pattern and was almost hypnotic.

He finally snapped out of it when he heard screaming outside. The scream wasn't anyone from his squad. It sounded more feminine.

As he rushed outside, none of his squad members we're in sight.

He searched frantically until the voices came back louder than before. For some reason, he could tell that the voices were trying to direct him. Saying: ' _This way... follow...'_

Desmond held his head as he got flashes in his mind.

Instinctively, he followed where to voices said. He didn't know why, but he "needed" to be there.

The voices increased in volume to the point where it's almost defeaning as he got closer.

He reached the clearing and the voices stopped'

He saw it. He saw them.

... Saw her.

The fox ears atop her head and a small child wrapped in her arms... and a gun to her head.

One... two...

 ** _'...why did this happen...'_**

 ** _'...how could this happen...'_**

 ** _'...why didn't I stop this...'_**

 ** _'...why are we doing...'_**

 ** _'...why...Why...WHY...'_**

...then something snapped...

The voices were telling him... begging him... to end it!

The darkness finally crept up to his mind. To his body. To his eyes.

The first one who pulled the trigger fell. A hand shot from his chest. He could feel the terrors in the eyes of others. It felt strange to him.

The two closest to them had their throats slit open. It felt new.

No pain. No remorse was felt. Never phasing him. Neither we're the bullets.

He forced one of them into the ground. Crushed under the weight of his pain. The softness in his palm pleased him.

Three more of them came forth. All of them left looking at their own feet as their bodies fell over them. It finally brought back his smile.

Bones crunched, fleshed teared, screams fill the night air. It was soothing.

One was left. Crying for help. Any help to save him from the man made a demon.

"What's wrong?" He asked. "You look like you've seen... a killer..." he chuckled at his attempt at dark humor.

The humor ended. As well as another soul and a quite night.

 **(Music End)**

* * *

A lavish ball in a home for a lavish family. A welcoming party for their son returning from the line of duty.

Parties like these always attracted the "right" kind of people, as they same. It did indeed for tonight he would bring "flare" to his home and to his family.

It first started with the windows. Then the doors.

Then finally... insurance.

The many problems of being wealthy...

is never being able to keep track of the small things. Like stepping out for some fresh air.

Considered it to be harmless.

Such is life.

The countdown to the beginning of a new year began. He began humming a tune.

 _ **60...59...58...57...56...**_

Lights flickered off.

 _ **...55...54...53...52...51...**_

The ballroom starts to become rather unsettling. He believed he heard that there was a problem with the thermostat.

 _ **...50...49...48...47...46...**_

One of the pipelines within the walls burst. Soon more followed suit, setting fire to the building.

 _ **...45...44...43...42...41..**_.

There we're sounds of walls breaking from the back of the house. Must be the Grimm he herded from before.

 ** _...40...39...38...37...36..._**

Desmond could here the people screaming. The Grimm roaring along side them.

He didn't mind though. He just wanted to finish his cup of wine.

 ** _...35...34...33...32...31..._**

He saw the window shake. A sign that someone tried smashing it. It was a good thing he made sure to reinforce it.

 _ **...30...29...28...27...26...**_

Desmond reached into his pocket and pulled out two medallions. One of them still bloody. He stared at them before looking at the mansion.

 ** _...25...24...23...22...21_**...

Disgusting, shadowy tendril like fingers drape over his shoulders. The shadow behind him had a wide cheshire smile reaching from cheek to cheek.

 ** _...20...19...18...17...16..._**

Desmond's lips stretched into the same cheshire smile as he crushed the medallions in his hand before dropping it and walking away.

 ** _...15...14...13...12...11._**..

"...Happy Birthday..."

 ** _...10...9...8...7...6..._**

"...to Me..."

 ** _...5...4...3...2...1..._**

And so went the fireworks.

* * *

"I was taught at a young age that the purpose of being in this world was to bring peace to everyone in it. They were wrong.

She revealed the truth to me.

There is no peace.

There is no safety.

There are no good or evil.

I will save this world.

Save them from...

 **The Lies"**

* * *

 ** _Author's Note:_**

 ** _Well that was a fun chapter. Yes, if you are wondering, Desmond's origin story is a mix of Obito and Itachi's. I just thought it would be a really good idea as to what's des' here have in mind._**

 ** _RWBY volume 4 coming out tomorrow. Hype train has arrived at last._**

 ** _Let me know what you think in the comments._**

 ** _Next Time:_** **_Fact from Fiction_**


	8. Announcement

Hey readers. this isn't a chapter as I promised. Instead this is, as said in the title, a message that I'm taking a long break from "A Tangled Web". Reason being is A, I've written myself into a corner with this story and B, I'm unable to write one story while I'm thinking "Man, I still have to write another chapter to my other story."

I want to focus and making more stories like my Vanguard story or something like Gravity Rush. But I feel like I can't do it knowing that I'm not doing anything with this story and that there is a even a few amount of people who are still waiting patiently for me post the next chapter.

So, as of now, until further notice, this story will be up for grabs for anyone who wishes to take over. Change it anyway you like. Swap out bansheera for Salem because it'll be more on point with the RWBYverse.

That is all and thanks for reading my story.


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